Ultimate Winx!
by ForeverFanfic
Summary: Baltor and the Trix have returned! While fighting them, the Winx escape into a portal that randomly takes them to new york! They meet new heroes, and make new friends. They form an alliance with the avengers and the spiderman team to defeat evil once and for all. What will happen? Will anyone fall in love? P.S.- Really bad summary, i promise the story's better!
1. Chapter 1

**Hey Guys! This is my first fanfic! This is a fanfiction crossover of Ultimate Spider-man, Winx Club, and the Avengers.**

**Disclaimer. I don't own any of these Shows or Characters. **

**MAGIX…..**

"Hello winx…." Baltor said. "Time to meet your end!" He laughed.

"NEVER!" Shouted Bloom "MAGIC WINX! BLOOMIX!"

-Transformation-

"Ah… Fancy new outfits I see. Too bad they'll go to waste in your grave!"

"We need to open a portal!" Stella whispered to Flora while the others battled Baltor and the Trix.

Flora Nodded and they quickly opened a portal to Earth.

"Jump in!" Flora Yelled to the Winx

They all got in the portal barely escaping the villains.

"Mark my words, we will find you! We will tear the Magic Dimension apart until you are found!" Baltor yelled as the portal closed.

Meanwhile on Earth…..

**EARTH…..**

Spider-Man P.O.V

"I can't believe we're stuck on patrol duty…. AGAIN!" I yelled

We had gotten in trouble and this was shields way of punishment. New York was a busy place but not much was going on today. As I was lost in my thoughts I heard Luke yell,

"Hey Guys? Do you see what I see?" He said pointing to a bright light in the sky. In my opinion it looked like a portal but that would be crazy! The light opened up and six girls fell out into the sky wearing this.

(Link: images?q=tbn:ANd9GcRysNL9xKM0bDHYJD1MWzleJ0nZHGJRDea29uvDlRnao3c0J0Va)

Anyway, I could tell they were beautiful from far away and then I realized that they were falling to their deaths! We had to save them! The others stood there dumbfounded when I noticed the avengers saving them. I went to help and caught the redheaded one and can I just say, damn! She is really hot! Tony caught the magenta haired one, Thor caught the blonde, Hulk caught the asian looking one, Captain America jumped up and caught a tan brunette, and finally Hawkeye caught an African American girl. We brought them to the sidewalk and were trying to talk to them when we realized they had passed out. The rest of my team joined and we took them to the S.H.I.E.L.D carrier.

Bloom P.O.V…

I started fluttering my eyelids and woke up. Where was I? I looked around and found myself alone in a very modern electronic room. Where were the girls?! I started panicking and banging on the wall screaming,

"Let me out! Help me!"

I started sobbing. What was going to happen to me? I saw a tan brunette guy around my age come and say,

"Mr. Tony, One's awake."

My eyes widened in fear. What were they going to do? Torture me? Or worse? A man with dark hair came up and said,

"Follow me."

I followed him wiping my tears and trying to calm down. He lead me into a room. It was like the simulator at Alfea. The walls were mirrors and the people outside could hear and see you. I could here their voices and started to get nervous. The man said,

"Hello, I am Tony. I just need to ask you a few questions. Ok?

I nodded.

"_What is your name?"_

"B-Bloom…"

"_Last name?"_

"Sparx" I completed

"_Ok. Where are you from?"_

"Domino."

"_Domino? I've never heard of it?"_

"That's because I'm not from here."

"_Then where are you from?"_

"The Magic Dimension."

I could hear murmurs from outside.

"_Why are you here?"_

"I escaped from the evil Baltor and the Trix" I said sobbing.

"_Who are they?"_

"They are villains that are putting my dimension and kingdom in danger! They are trying to destroy the rest of the Winx!" I said in between tears.

"_Are those your friends? What do you mean Kingdom? Why would evil villains attack normal innocent civilians directly instead of heros?"_

"Yes, the winx is what my friends and I call ourselves. I am Princess Bloom Sparx of Domino, which is what I meant when I said Kingdom. For the record the winx and I are not normal. We are the guardians and heroes of our realms." I said all in one breath

"_How can six young women defeat such dark forces if you don't have powers?"_

"Again, we are not normal. We are fairies!" I said

He laughed and I heard laughs from outside. He started walking to the door. I had to prove it.

"Fine I will prove it." I said. "MAGIC WINX BLOOMIX!"

-Transformation-

"Dragon Spears!"

I heard gasps from outside but the man just smiled.

"_Fight me."_

I kept shooting him with dragon spears. I needed something new. Too late for offence. The guy shot these blue lasers at me.

"Igneous Protection!" I yelled. The laser reflected off of me and hit the man. He fell on the ground, but he wasn't defeated yet.

"Dragon Fury!" I yelled

I felt the dragon spirit wrap around me and while I was focusing on the dark haired man another guy my age opened the door and I accidently fired the dragon at him. He crashed into the wall and fell into a coma. Everyone was shocked and I rushed to his side and placed his head on my legs.

"Oh no.. oh no oh no oh no! I'm so sorry I didn't mean to hurt him"

He was obviously hurt and his pulse was slow, which meant he was on the brink of death.

"I'm so stupid! All my life protecting others and an innocent guy is going to die because of me!"

Without noticing, I started glowing orange-red while holding on to the guy.

" I'm so sorry. How could I be so irresponsible! I'm so sorry!" I said ignoring the gasps from outside the room. I realized what was happening but kept focusing so I could actually heal the young man. In less than a minute his eyelids started fluttering and he woke up.

"He's awake!" I said. "I'm not a murderer!"

I heard cheering from outside and nurses came to take him to his room. I transformed back into my human form and left the room. When I got outside, I was surrounded by people who looked shocked.

"What?" I asked.

Everyone started to leave.

"Wait! Where are my friends?"

Tony came and said,

"Follow me."


	2. Chapter 2

**I've decided to continue on with the story! Thank you so much for the support it really means a lot to me! Like-Favorite-Comment!**

**Disclaimer- I do not own The Avengers, Ultimate Spiderman, or Winx Club.**

**Part of the chapter is a recap of the interrogation, but from Nick Fury's point of view.**

**Nick Fury POV**

When my agents explained to me that six girls just magically started falling from the sky, I knew something was up. I had Sam and Tony watch the girls and gave them orders to question the first one that wakes up. When the first one woke up, Sam came and told me that Tony was taking her to the questioning room. I gathered the Avengers, the Spiderman team, and Coulsan and took them outside of the room.

"Everybody shut up!" I yelled.

"_Then where are you from?" Tony asked._

"The Magic Dimension."

This made me curious…

"Magic Dimension?" Peter asked me

"I'll explain everything later, hush." I said

"_Why are you here?" Tony asked._

"I escaped from the evil Baltor and the Trix" she said sobbing.

"_Who are they?" Tony asked._

"They are villains that are putting my dimension and kingdom in danger! They are trying to destroy the rest of the Winx!" she said in between tears.

"_Are those your friends? What do you mean Kingdom? Why would evil villains attack normal innocent civilians directly instead of heros?"_

"Yes, the winx is what my friends and I call ourselves. I am Princess Bloom Sparx of Domino, which is what I meant when I said Kingdom. For the record the winx and I are not normal. We are the guardians and heroes of our realms."

"_How can six young women defeat such dark forces if you don't have powers?"_

"Again, we are not normal. We are fairies!" She said

We were all howling with laughter. Fairies don't exist…. Or so I thought.

"Fine I will prove it." she said. "MAGIC WINX BLOOMIX!"

We all looked up to see her covered with fire apparently transforming into a fairy. The fire disappeared and we all couldn't believe our eyes.

"Dragon Spears!"

"Awesome!" Said the spiderman team

"_Fight me."_ Tony challenged. That's Tony alright.

She kept shooting him with dragon spears.

Tony shot lasers at her in effort to stop her.

"Igneous Protection!" she yelled. The laser reflected off of her and hit Tony. He fell on the ground, but he wasn't defeated yet.

"Director maybe we should pull him out." Spiderman suggested

"No, Wait." I said

"Dragon Fury!" she yelled

This golden dragon thing wrapped around her as she aimed at Tony.

"I need to help him." Spiderman said and he entered the room.

She was about to shoot when Peter pushed him out of the way and took the fall.

She looked shocked that she had hurt and innocent young man. The girl placed Peter's head in her lap and started crying. We could all tell she had a good conscience.

"Oh no.. oh no oh no oh no! I'm so sorry I didn't mean to hurt him! I'm so stupid! All my life protecting others and an innocent guy is going to die because of me!"

We were all in shock. She started glowing red-orange while crying.

"What is she doing?" Ava asked.

"I don't know," Thor said. "But whatever she is I can feel incredibly strong magic emitting from her."

We all looked to see Peter alive and well and I called some nurses to escort him to his room. The girl came out and left with Tony to go train with her friends.

"Avengers, Spiderman Team, come with me." I said.

They followed me into the council room.

"I think we need to discuss what we just witnessed." I stated.

"I think we need to search Asgard's library for any information on these fairies." Thor said.

"That's a good start" I said

Thor searched the catalog and said, "It sent me to a website called Alfea "

"Open it up"

"It seems that Bloom and her friends are very powerful. In the description they are known as the guardian fairies of their realms." Thor said

"Project the screen."

Thor obliged.

"Click on Bloom's profile. We need to know what we are dealing with."

"Does she have any weaknesses?" asked Captain America

"The only thing I can think of is the cold." Thor responded

"What are her powers?" asked Ava

"It says she's the fairy of something called the Dragon Flame."

"How did she save Peter?" Danny asked

"I don't know we should call her down and ask her." Thor said

"I agree" I added "but not now . She has had a lot of pressure for one day. Just follow her around. Avengers, follow her friends. The others, follow Bloom.

**Bloom POV **

I was a bit shaken up from this morning and decided to relive some stress. I picked up the phone and dialed Sky's number.

"_Hello?"_ He said

"Hey Sky!"

"_H-hey B-bloom,"_

"_Hey babe ready for round two?" _ Bloom heard a woman's voice say

My heart dropped. Was he sleeping with someone else?

"Sky! Would you like to inform me on what 'round two' is?" I was furious and heartbroken at the same time.

"_B-bloom it was an accident! I swear!" he responded, trying to apologize_

"An accident? Are you fucking kidding me? What did she slip and 'accidently' fall on your dick?!" I was furious!

I heard stifled laughter and noticed that I was being followed.

"You know what Sky? When I hang up don't you dare try to call me back and apologize. If you do, I will personally take you right to the Omega dimension. Have fun in Hell with your little whore friend!" I yelled into the phone.

I hung up and went to my room to get my training gear. I snapped my fingers and was wearing neon blue shorts and a black tee and some blue shoes. I really wanted to get my mind off of what just happened so I hurried to the private training room, ignoring the five people following me.

**Training Room**

When I saw the training rooms, I gasped in awe. In each room there were dummies, any weapon, exercise equipment and even a simulator! Not many people know this, but growing up I took a lot of martial arts and self defense classes to back me up in case magic didn't work. I was very skilled with daggers and it always surprised me. I grabbed a blindfold, a set of daggers, and I set three dummies up. I put the blindfold on. Time to begin.


	3. Chapter 3

**Thank you to those who are taking the time to read my story! I really appreciate it! Remember to Like-Favorite-Comment!**

**Disclaimer- I don't own the Avengers, Ultimate Spiderman, or Winx Club.**

**Training Room**

Bloom POV

I put the blindfold on. Time to begin. With the small knives in my hands, I did a back flip and shot at the first dummy. I was aiming for its heart area. I heard a loud tearing indicating that the dummy had been hit. I slid the blindfold up and saw a big tear through the chest. Putting the blindfold back on, she did a cartwheel and shot the next knife. I heard the loud tear. Next. Doing a double back flip I shot the last dagger and heard the last tear. I was feeling bored so I tried out the simulator.

"Magic Winx! Bloomix!" I yelled

A digital man came up and started fighting. I was just so angry I couldn't help it.

"Full on Dragon Fury!" I yelled making the room explode.

There goes my 'training'.

Ava POV

Fury had us following this girl all day. I'm down for training, but I don't think stalking is what my powers were meant for. We all heard her yelling into her phone.

""An accident? Are you fucking kidding me? What did she slip and 'accidently' fall on your dick?!" She yelled.

We were all trying so hard not to laugh but who could? She was telling this boy off like crazy! Then she hung up and kept walking noticing us but didn't care. Spiderman then joined us.

"What did I miss?" He asked.

"Nothing. Just the girl telling off her ass hole of a boyfriend." I replied.

We all started laughing remembering how she was yelling.

"what did she say?" Peter asked.

"Sam! Do your imitation!" I said.

"Oh my god! What the hell? An accident! Are you fucking kidding me? How was it an accident? Did she 'accidently' slip and fall on your dick?!" Sam said in his best girly voice.

We all burst out laughing. But then we remembered that we were supposed to be following her.

"Where did she go? I asked.

"Well if she just broke up with her boyfriend, probably to the training room. Peter responded.

Spiderman/Peter POV

I felt really bad for Bloom. I mean first she was interrogated by Tony, and then she killed me, brought me back to life and now she just found out her boyfriend cheated on her. We ran to the training room and crawled in to see bloom in the stimulator. I took a look around the room seeing dummies with large tears in them.

"Guys look at the dummies." I urged.

"Whatever she had with this guy must've been serious for her to do that without powers." Luke said.

"Yeah, that girl can do some serious damage." Ava said.

We saw her go into the simulation room and set it to the highest level.

"Uh oh. That level almost killed captain America."

She went in. We were all worried. If anything happened to her, we would be in so much trouble. The guy started charging at her.

"Full power dragon fury!" she yelled.

There we go. The dragon drill, what is up with her and fire dragons? Before we knew it, there was a blinding light.

"Everyone out! This place is about to blow!" I yelled.

We ran outside as the room exploded.

"If she's dead, we are in so much trouble." Sam said.

"No dip Sherlock." Ava said.

They were true. But just as we were thinking of how to tell fury that she died, she walked out without a scratch on her.

"What the hell?" Sam said "It took her like 10 seconds to clear the level!"

I could tell she was really hurt from the previous events. To literally shred the dummies to bits, make the simulator explode and clear the hardest level in 10 seconds. They must've been really serious. She started walking away. Of course we followed her. She went to a room with the rest of her friends.

"Guys, Sky cheated on me." She said sadly.

Bloom POV

I went to another training room to see the rest of the Winx. At this point I didn't care if I was being followed by one of the SHIELD teams. I went and hugged Stella.

"You should call your dad and like declare war on Eraklyon!" She joked.

"I told you, he's not fiancée material." Musa replied.

I took my phone out and called my parents, Oritel and Marion. They appeared in their life size projected from my phone.

"Mom, dad, Sky cheated on me with Diasporo." I said sadly.

The girls gasped and so did my parents.

"Go get the royal scribe!" Yelled dad. "I hereby declare that Prince Sky of Eraklyon is banned from Sparx! He roared.

The scribe was writing this all down.

"Thanks dad, but I need you all to call the wedding off. But tell them the truth. If Diasporo really loves him, she won't care about the rumors." I said.

"Ok honey. We love you!" Mom said and hung up.

We all knew Sky would get dumped by Diasporo for bad publicity.

"I know what'll make this better. MUSIC!" yelled Musa handing me a journal and a pencil case. "Now go!" She yelled walking me back to my room.

When we got back to my room, I gasped. It was awesome! While I was training, the winx obviously decorated it. Before she left she made a piano and two guitars appear in the middle of the room along with equiptment.

"Thank you guys so much!" I said walking in and closing the door.

I wrote five songs: (AN- Can we pretend she wrote these songs)

Stay High- Tove Lo

The Lonely- Christina Perri

Really Don't Care- Demi Lovato

This Little Girl- Cady Groves

This Love- Maroon 5

Spiderman/Peter POV 

We followed Bloom to her room only to hear her playing the piano.

"You're gone and I gotta stay

High all the time

To keep you off my mind

High all the time

To keep you off my mind

Spend my days locked in a haze

Tryna forget you, babe

I fall back down

Gotta stay high all my life

To forget I'm missing you."

"She seems upset. But why?" I asked

"Her fiancée just cheated on her! We need to think about her feelings!" Ava said

"You guys can come in" Bloom said opening the door.

We all looked up at her in shock.

"I'm not getting any younger!" she said.

We hesitantly walked in.

"Anyone want to tell me why you've been following me or why I'm still here?"

"Well Director Fury told us to." Luke said.

"We saw what happened. With Sky?" Ava said.

"Oh yes. _That Bastard_. Our relationship was a bomb waiting to happen. Four years of a "perfect" relationship. Now I know why. That fucking whore diasporo." She said.

We were all surprised.

"Anyway, if you have questions, I'm willing to answer them." She said.

"Great. We'll take you to Fury."


	4. Chapter 4

**Ultimate Winx © 2014 ForeverFanfic**

**Disclaimer: I do not own any of the television series or characters.**

**Thank You. **

**No POV**

The team took Bloom to Director Fury's office. She sat down and waited for the rest of the Winx and the Avengers to arrive. When they arrived, they all sat down at a big conference table.

"Let's Begin." Fury said

"Alright, shoot." Aisha responded

"Where are you guys from?" Captain America asked.

"Sparx"

"Solaria"

"Andros"

"Melody"

"Linphea"

"Zenith"

"Where are those places? I've never heard of them." Spiderman asked.

"The magic dimension. A place where everyone has magical decent." Fury said

"What's up with you, dragons, and fire?" Nova asked.

"The great ancestral dragon is reincarnated into my soul. I am the protector of the most powerful element in the magic dimension, the dragon flame, my elemental power. For those of you that don't know, I am Bloom, Princess and Guardian of Sparx, Fairy of the Dragon Flame." Bloom replied.

"What about the rest of you?" Iron Fist asked.

"I am Stella, Princess and Guardian Fairy of Solaria, and the Fairy of the Shining Sun."

"I'm Aisha, Princess and also Guardian Fairy of Andros, Fairy of Waves."

"I'm Musa, Guardian Fairy and Princess of Melody, Fairy of Music."

"Flora. Guardian Fairy and Princess of Linphea, Fairy of Nature. Namaste."

Everyone looked at Danny knowing that he greeted people that way.

"I'm Techna. Princess and Guardian of Zenith, Fairy of Technology."

"How did you get here?" Thor asked.

"Baltor, the Trix, and Tritannus attacked us almost draining our powers. We created a portal to regroup and heal ourselves and to make a plan." Aisha Said.

"Who are they?" Sam asked.

"They're villains from different time periods. Baltor has the power to control minds and has dark magic. The Trix are dark witches who are power hungry and are allies with any villain. Lastly, Tritannus is a merman turned evil after his brother was crowned prince. He's also Aisha's cousin. They are strong on their own, but together it's devastating." Musa said.

"Tritannus sounds like Loki." Thor said.

"Who's Prince Sky? He keeps trying to locate you through SHIELD." Fury asked.

The Winx and Spiderman team fell silent. Bloom spoke up.

"He's my bastard of and EX- fiancée and prince of Eraklyon."

The Spiderman team burst out laughing.

"What's so funny?" Fury yelled.

"Sam, do your imitation." Ava said

Sam did the imitation.

"'Oh my god! What the hell? An accident! Are you fucking kidding me? How was it an accident? Did she 'accidently' slip and fall on your dick?!' Quote un quote"

Soon the room was filled was laughter.

"You guys heard that?" Bloom asked shocked

"Every word of it!" Replied Ava

"INTRUDER ALERT INTRUDER ALERT!"

Soon the wall was ripped off and the Winx could see the Specialists.

"What the hell is wrong with you?!" Bloom yelled.

"Who are they?" Sam asked pointing to them.

"Sky and his friends. They call themselves the Specialists." Musa replied

The blonde one jumped in the helicarrier through his ship. Bloom stood up.

"Bloom I'm so sorry. I hope you'll forgive me." Sky said pulling out a box with a diamond necklace.

"Oh Sky! Its beautiful!" Bloom said

They were all shocked she forgave him. Or so they thought. She pulled him into a hug, winked at the rest of the people there and a fire ball appeared in her hand. She pulled out of the hug and slapped him as hard as she could and kneed him in the balls. He was obviously in pain and shocked.

"Oopsies that was totally an accident! Let me guess. You're here because of bad publicity. Did Diasporo Send you?" She asked

From the look on his face, she was right.

"Ha! I knew it! Now leave. Before I make you leave." She said.

He got up and said,

"No."

"Ok then you leave me no choice. If it's a fight you want, it's a fight you'll get." She said

"But no magic." Sky said taking a sword out.

"Bloom don't do it!" The Winx yelled.

"Why are guys so worried?" Fury asked

"The specialists go to a combat school. All they do is fight!" Replied Flora.

"Ok fine." Bloom said pulling out three daggers.

Sky lunged at her. Bloom quickly did a triple back flip dodging him. Sky rushed at her with his sword. She counterattacked him with her daggers. She kicked him as hard as she could in his gut and he fell back. Getting up hesitantly, he didn't notice the daggers flying right at him. He put his shield up as fast as he could barely dodging the small knives. The last one flew by and cut a little off his hair. He grabbed her arm and pulled making her fall on her back. She flipped off and when he got up, she punched his nose making him fall. She grabbed his phone and called Timmy.

"Hey Timmy it's Bloom. Sky's lying on the floor unconscious right now so if I may, we don't need this piece of trash on our ship. Oh and tell Diasporo I say hi! I'm not blind! I could see her through the window. What was he going to do? Make everything alright with a diamond necklace and then bang her after he left? Well I'm sending him back to Eraklyon FYI. Bye!" Bloom yelled.

Everyone was astonished by Bloom's actions.

"That was…" Aisha started.

"AWESOME!" Stella squealed.

"Thanks." Bloom said, making a portal.

When she was done she threw Sky in there and closed it.

"Now who's hungry?" She said pretending like it was nothing.

**That was Chapter 4! Hoped you like it!**

**By the way, in this fanfic, the Winx and Specialists hate each other.**


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